You should read the following discussion of our financial condition and results
of operations in conjunction with the condensed consolidated financial
statements and the related notes included elsewhere in this Form 10-Q and with
our audited consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2021, as filed with the SEC on April
18, 2022. In addition to our historical condensed consolidated financial
information, the following contains forward-looking statements that reflect our
plans, estimates, and beliefs. Our actual results could differ materially from
those discussed in the forward-looking statements. Factors that could cause or
contribute to these differences include those discussed below and elsewhere

in
this Form 10-Q.



Overview



We operate a life sciences company focused on improving outcomes for patients
with cancer. Our plan is to develop and commercialize a variety of products in
the diagnostics, pharmaceutical and medical device spaces that enable more
informed treatment planning and more effective treatment options for patients.
Our initial approach will be the commercialization of a proprietary genomic
platform, StemPrint, for recurrence risk stratification of different types of
cancer. To augment this unique offering we also plan to provide ancillary
commodity testing (e.g., hereditary genetic testing, somatic mutation testing)
to provide additional information and value to our clients.



StemPrintER Sciences Limited "StemPrintER" was transferred to the AccuStem
Sciences Limited on October 30, 2020 pursuant to the demerger of the StemPrintER
and SPARE projects from Tiziana. The objective of the demerger was to maximize
value to the shareholders of Tiziana through the further commercialization of
the StemPrintER project and its assets and intellectual property. The Demerger
will allow us to continue its collaboration strategy to further develop,
validate and commercialize the StemPrintER/SPARE platform as a separate listed
company.

Since our inception, we have devoted substantially all of our resources to conducting research and development of our product candidate. Our revenue is expected to be derived from different sources including standard private third-party and government medical insurance coverage and reimbursement models.





We expect our expenses to increase substantially in connection with our ongoing
development activities related to our preclinical and clinical programs. We
intend to conduct further validation and utility studies with the intention of
filing for regulatory review under the CLIA system and, ultimately, for
reimbursement review. We also may pursue a strategy to achieve appropriate
regulatory review with European and Asian regulatory agencies to expand the
addressable market for its products.

We expect to incur additional costs associated with the expansion of our management team and operating as a public company in the United States. We expect that our expenses and capital requirements will increase substantially in the near to mid-term as we:

? build out corporate headquarters and a CLIA-certified laboratory in Phoenix,


    AZ;

  ? continue our research and development efforts;

  ? seek regulatory approvals for any product candidates that successfully
    complete clinical trials; and

? add clinical, scientific, operational financial and management information

systems and personnel, including personnel to support our product development


    and potential future commercialization claims.




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As a result, we may need substantial additional funding to support our
continuing operations and pursue our growth strategy. Until such time as we can
generate significant revenue from product sales, if ever, we expect to finance
our operations through a combination of public or private equity or debt
financings or other sources, which may include collaborations with third
parties. We may be unable to raise additional funds or enter into such other
agreements or arrangements when needed on favorable terms, or at all. If we fail
to raise capital or enter into such agreements as, and when needed, we may have
to significantly delay, scale back or discontinue the development and
commercialization of our product candidates.



Recent Developments



On March 30, 2022, we completed a common stock capital transaction with Tiziana
Life Sciences Ltd. ("Tiziana") pursuant to which Tiziana, purchased 1,337,970
shares of the Company's common stock (the "Common Stock") at a purchase price of
$2.00 per share for gross proceeds of $2,675,940. The purchase of the Common
Stock was in accordance with the Supplemental Demerger Agreement dated October
5, 2021 between Tiziana and the Company whereby Tiziana agreed to purchase
£2,000,000 of shares of the Company's common stock at the time of listing

of the
common stock.



Management Team Update

On March 3, 2022, the Company announced the appointment of a CEO, Wendy Blosser. Also joining the leadership team are Jeff Fensterer, as Chief Operations Officer, and Joe Flanagan, as Chief Business Officer.

Impact of the COVID-19 Pandemic





In early 2020, an outbreak of the novel strain of coronavirus (COVID-19) emerged
globally. As a result, there have been mandates from federal, state and local
authorities resulting in an overall decline in economic activity. There have
been no material impacts from COVID-19 on the Company's operations for the
periods through March 31, 2022. However, it is possible that the pandemic will
continue to significantly impact economies worldwide, which could result in
adverse effects on the Company's operations. The extent of the impact of
COVID-19 on operations, liquidity, financial condition, and results of
operations remain uncertain at this time.

Financial Operations Overview





We have no products approved for commercial sale and have not generated revenue
to date. We have never been profitable and have incurred net losses in each year
since inception. We incurred net losses of $790,534 and $13,873 for the three
months ended March 31, 2022 and the three months ended March 31, 2021,
respectively. As of March 31, 2022, we had an accumulated deficit of $1,515,396.
Substantially all of our net losses resulted from expenses incurred in
connection with our research and development programs and from general and
administrative costs associated with our operations.



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Segment Information




As of March 31, 2022, we viewed our operations and managed our business as one
operating segment consistent with how our chief operating decision maker, our
Chief Executive Officer, makes decisions regarding resource allocation and
assessing performance. As of March 31, 2022, substantially all of our assets
were located in the United States. Our headquarters and operations are located
in New York, NY and London, UK.



Results of Operations




The following discussion and analysis of our results of operations includes a
comparison of the three months ended March 31, 2022 to the three months ended
March 31, 2021:



                                   Three Months Ended March 31,
                                    2022                  2021           $ Change         % Change
Revenue                        $             -       $            -     $         -                - %
Research and development
expenses                                21,143                2,650          18,493              698 %
General and administrative
expenses                               769,391               11,223         758,168             6775 %
Loss from operations                   790,534               13,873         776,661             5598 %
Loss, before income tax               (790,534 )            (13,873 )      (776,661 )           5598 %
Income tax benefit (expense)                 -                    -               -                - %
Net loss                       $      (790,534 )     $      (13,873 )   $  (776,661 )           5598 %




Research and development

Research and development expenses increased $18,493 in the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. The increase was primary related to an increase of patent related expenses.





General and administrative




General and administrative expenses increased $758,168 in the three months ended
March 31, 2022 as compared to the three months ended March 31, 2021. The
increase was primarily related to an increase of payroll related costs as a
result of the new management team structure, as well as costs related to legal
fees and other compliance expenses.

Liquidity and Capital Resources





Sources of Liquidity



Since our inception, we have not generated any revenue and have incurred
significant operating losses. Our potential products are at various phases of
development. We do not expect to generate significant revenue from product sales
for several years, if at all. Pursuant to the demerger, Tiziana transferred
$1,353,373 (£1,000,000) in cash in January 2022 to the Company. In addition,
subject to the terms of the supplemental demerger agreement, Tiziana invested
$2,675,940 (£2,000,000) in cash in March 2022 for additional shares of the
Company. Our cash flows may fluctuate and are difficult to forecast and will
depend on many factors. As of March 31, 2022, our cash balance is $3,244,600,
which is adequate for our current planned level of operations, through at least
November 2022.



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